SEC Form 4 · accession 0001395942-19-000047

OPENLANE, Inc. · OPLN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James P Hallett

Officer — Chief Executive Officer · Director

Period of report

Dec 5, 2018

Accepted (ET)

Mar 5, 2019 · 6:22 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001395942

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2	Dec 5, 2018	M	527	$0.00	A	320,562	D
Common Stock	Dec 5, 2018	F	527	$54.73	D	320,035	D
Common Stock^F1	Dec 5, 2018	M	721	$0.00	A	320,756	D
Common Stock	Dec 5, 2018	F	721	$54.73	D	320,035	D
Common Stock^F4	Mar 2, 2019	M	5,766	$0.00	A	325,801	D
Common Stock	Mar 2, 2019	F	2,378	$47.72	D	323,423	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F7,F8	—	Dec 5, 2018	M	527	D	—	—	Common Stock	527	6,316	D
Restricted Stock Units^F1,F7,F9	—	Dec 5, 2018	M	721	D	—	—	Common Stock	721	17,298	D
Restricted Stock Units^F7,F9	—	Mar 2, 2019	M	5,766	D	—	—	Common Stock	5,766	11,532	D
Employee Stock Option (right to buy)^F6	$30.89	holding	—	—	—	—	Feb 27, 2024	Common Stock	194,404	194,404	D
Restricted Stock Units^F7,F10	—	holding	—	—	—	—	—	Common Stock	20,719	20,719	D

Explanation of responses

F1Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility with respect to the restricted stock units. Each remaining restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
F10These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vest on February 22, 2020, one-third of these restricted stock units vest on February 22, 2021 and the remaining one-third of these restricted stock units vest on February 22, 2022, assuming continued employment through the applicable vesting date.
F2Includes 1,716.2647 shares acquired (including 88.0616 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.
F3Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility with respect to the restricted stock units.
F4Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on March 2, 2019.
F5Shares withheld by the Company to satisfy tax withholding requirements.
F6All of these options are currently exercisable.
F7Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
F8These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on February 24, 2018, one-third of these restricted stock units vested on February 24, 2019 and the remaining one-third of these restricted stock units vest on February 24, 2020, assuming continued employment through the applicable vesting date.
F9These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on March 2, 2019, one-third of these restricted stock units vest on March 2, 2020 and the remaining one-third of these restricted stock units vest on March 2, 2021, assuming continued employment through the applicable vesting date.